3Audit Rights Clause Samples

3Audit Rights. Subject to the requirements of confidentiality under Article 16 of this Agreement, each Party shall have the right, during normal business hours, and upon prior reasonable notice to another Party, to audit at its own expense the other Party’s accounts and records pertaining to the other Party’s performance or satisfaction of its obligations under this Agreement. Such audit rights shall include audits of the other Party’s costs and calculation of invoiced amounts. Any audit authorized by this Article shall be performed at the offices where such accounts and records are maintained and shall be limited to those portions of such accounts and records that relate to the Party’s performance and satisfaction of obligations under this Agreement. Each Party shall keep such accounts and records for a period equivalent to the audit rights periods described in Article 19.4 of this Agreement.

3Audit Rights. In the event of any dispute as to the amount of Tenant’s Share of Operating Expenses, Tenant will have the right, by prior written notice (“Audit Notice”) given within ninety (90) days (“Audit Period”) following receipt of an actual statement of Operating Expenses (“Actual Statement”), to audit Landlord’s accounting records with respect to Operating Expenses relative to the year to which such Actual Statement relates. The audit shall be conducted by an accounting firm engaged by ▇▇▇▇▇▇ and shall be conducted at the office of Landlord at which records are kept or, at Landlord’s election, the office of Landlord’s property manager (if any). The audit shall be conducted at reasonable times during normal business hours. In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as aforesaid. Neither Tenant nor its auditor may leave the office of Landlord with originals of any materials supplied by Landlord. Tenant must pay ▇▇▇▇▇▇’s Share of Operating Expenses when due pursuant to the terms of this Lease and may not withhold payment of Operating Expenses or any other rent pending results of the audit. The audit must be completed within thirty (30) days of the date Landlord makes such accounting records available to Tenant and the results of such audit shall be delivered to Landlord within fifteen (15) days after such audit completion. If such audit or review correctly reveals that ▇▇▇▇▇▇▇▇ has overcharged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall refund to Tenant the amount of such overcharge. If the audit reveals that ▇▇▇▇▇▇ was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, ▇▇▇▇▇▇ agrees to reimburse Landlord the amount of such undercharge. ▇▇▇▇▇▇ agrees to pay the cost of such audit, provided that if the audit reveals that ▇▇▇▇▇▇▇▇’s determination of ▇▇▇▇▇▇’s Share of Operating Expenses as set forth in the relevant Actual Statement was in error in Landlord’s favor by more than five percent (5%) of the amount charged by Landlord to Tenant pursuant to such Actual Statement, then ▇▇▇▇▇▇▇▇ agrees to pay the reasonable, third-party cost of such audit incurred...

3Audit Rights. Licensee shall reasonably cooperate with OpenPOWER to facilitate periodic review of Licensee’s use of the Licensed Marks and of Licensee’s continuing compliance with this Agreement and the Guidelines. If OpenPOWER, in its sole reasonable discretion, determines that any use of the Licensed Marks fails to conform to this Agreement, OpenPOWER shall provide Licensee with written notice of such failure or noncompliance. The Licensee shall have thirty (30) days thereafter to fully correct and remedy any such noncompliance to OpenPOWER’s satisfaction. Should the Licensee fail to cure the noncompliance to OpenPOWER’s satisfaction within said thirty (30) day period, OpenPOWER may, in its sole discretion, terminate this Agreement in its entirety or terminate the license granted under Section 1 or reduce its scope (including amending the Application Approval Statement to remove certain Licensed Marks or certain authorized purposes) with respect to the uses of the ▇▇▇▇ that are noncompliant.

3Audit Rights. The Port Authority may from time to time carry out an independent audit or inspection of the Permittee’s books, accounts, records or any other information related to the WTC Site and/or its obligations or performance under this Supplement, including, without limitation, with respect to the capital costs of the DAS and Wi-Fi systems (and management of the construction account, including Carrier User payments), maintenance and refurbishment expenses, ongoing operations costs, revenues, cash flows, fee calculations and any systems or metrics that are used in computing revenues, expenses, costs or fees. The Port Authority may engage such third parties as it deems necessary or desirable in connection with any such audit, provided that in no event shall the Port Authority engage an auditor on a contingency or percentage fee basis. Each audit shall be at the Port Authority’s expense, provided, however, that if any such audit discloses a variance of [*] or more in any amount (on an aggregate basis), Permittee shall promptly pay to the Port Authority the cost of such audit. * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3Audit Rights. Each Party shall have the right, including on MMGA’s part pursuant to a request by the Gas Supplier under the Prepaid Gas Agreement, at its own expense, to examine and audit at any reasonable time the books, records, measurement data, charts, and telemetry data of the other Party to the extent, but only to the extent, necessary to verify the accuracy of any statements or charges made under or pursuant to this Agreement. Any inaccuracy shall be corrected promptly when discovered, with interest applied in accordance with Section 11.2; provided, however, that neither Party shall be required to maintain books, records, measurement data, charts, or telemetry data for a period of more than two calendar years following the end of the calendar year to which they are applicable. Neither Party shall have a right to question or contest any charge or credit if the matter is not called to the attention of the other Party in writing within 24 months of the date of the charge or credit in question.